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HomeMy WebLinkAboutMervyn and La Rue Hilpipre-2/6/2017 (2)EASEMENT ACQUISITION CONTRACT THIS EASEMENT ACQUISITION CONTRACT (the "Contract") is made and entered into as of 7 C V)r` 2017 by and between Mervyn E. Hilpipre and La Rue A. Hilpipre, husband and wife, ("Seller"), and Ci of Waterloo, Iowa ("Buyer"). 1. Seller agrees to sell to Buyer, and Buyer agrees to buy, a perpetual easement (the "Easement") for constructing, operating, inspecting, maintaining and repairing an underground sanitary sewer line on real property described as: See attached legal descriptions and survey , (the "Property") in the City of Waterloo, State of Iowa. 2. Seller hereby grants Buyer the immediate right of access and entry to the Property for project purposes, including but not limited to gathering survey and soil data. 3. The Purchase Price shall be $130,000.00, of which $100.00 is on deposit with the law office of Clark, Butler, Walsh & Hamann, to be held in trust, and the balance of the Purchase Price shall be due and payable in full at closing, to be delivered to the Seller upon performance of Seller's obligations and satisfaction of Buyer's contingencies, if any. If this Contract is not accepted by Seller or if it is rescinded by Buyer for failure of title or any other reason provided for in this Contract, then the earnest money shall be returned to Buyer. Any other release of eamest money shall require the written consent of both parties. The parties agree that the Purchase Price includes the acquisition cost of the Easement and compensation to Seller for damage to soil productivity. 4. Possession of the Property for easement and access purposes shall be delivered to Buyer at closing, which shall occur on or before March 1_, 2017, as the parties may hereafter agree, but in any event after the approval of title by Buyer and satisfaction or waiver of contingencies, if any. No later than the closing date, Seller shall remove from the Property all of its personal property, trash, and debris of any type that is not a structure or a fixture. Within said time Seller shall also remove all hazardous materials and/or substances from the Property on or above the ground surface, including but not limited to barrels, cans, or bottles of any kind. 5. Seller warrants that there are no tenants on the Property holding under a lease except: 6. Buyer may include mortgagees, lienholders, encumbrances and taxing authorities as payees on warrants as contract payment. Seller will furnish and deliver to Buyer an abstract of title continued by Black Hawk County Abstract Company to a date within thirty (30) days before the closing date, showing merchantable title to the Property in Seller in conformity with this Contract, Iowa law, and title standards of the Iowa State Bar Association. Buyer agrees to pay the cost of abstract continuation, or creation, as necessary. Seller agrees to obtain court approval of this Contract, if requested by the Buyer, if title to the Property becomes an asset of any estate, trust, conservatorship or guardianship. Seller agrees to pay court approval costs and all other costs necessary to grant the Easement to Buyer. At closing, the parties shall execute and deliver an easement agreement on such terms as the parties may mutually agree in good faith. 7. If the Seller holds title to the Property in joint tenancy with full rights of survivorship and not as tenants in common at the time of this Contract, Buyer will pay any remaining proceeds to the survivor of that joint tenancy and will accept the easement interest solely from that survivor, provided the joint tenancy has not been destroyed by operation of law or acts of the Seller. 8. The Seller has agreed to sell the Easement to Buyer. Seller acknowledges if it fails to complete its duties of performance under this Contract, Buyer may exercise its power of eminent domain to acquire the Easement, or Buyer may exercise other remedies available under applicable law. Buyer agrees to cooperate with Seller, at Seller's request and at no additional cost to Buyer, to have this transaction qualify as an involuntary conversion pursuant to § 1033 of the Internal Revenue Code. 9. This Contract shall become effective only upon the occurrence of each of the following events: (a) acceptance and approval of the Contract by the City Council of the City of Waterloo, and (b) the environmental clearance of the Property in accordance with Phase I site assessment and recommended subsequent activities. In supplementation of the Phase 1, Seller agrees, no later twenty (20) days after approval of this Contract by the City Council, to disclose to Buyer all contamination of the Property by hazardous wastes and/or substances of which Seller has knowledge. 10. This Contract is further subject to the following terms and conditions: (a) Seller reserves all rights to use the Property for any lawful purposes not inconsistent with Buyer's rights. (b) The sanitary sewer has already been constructed and as of the date of Contract there is no damage to Property that needs to be repaired. Upon completion of any future construction, repair, or maintenance work undertaken by Buyer upon the Property, Buyer shall be required to replace or restore any and all damage to Property resulting from future construction, repair, or maintenance work. Buyer will compensate Seller for any crops that are damaged during future construction, repair, and maintenance of the sanitary sewer. (c) Buyer agrees there will be no permanent above ground improvements except manholes, pedestals, or any above ground improvement that directly correlates and is required the sanitary sewer. (d) Buyer shall be liable to Seller for any damage to real or personal property, and for injury to or death of any persons, proximately caused by the acts or omissions of Buyer, or its employees, agents, contractors or subcontractors, which arise out of any work done on or to the Property while Buyer, or its employees, agents, contractors or subcontractors, are exercising any rights with respect to the Property which are granted to Buyer under this Contract. (e) During any exercise of its rights under this Contract, Buyer shall use all reasonable efforts to avoid disruption to Seller's business operations. Buyer shall notify Seller in a timely fashion of any scheduled work to take place within the Property, unless a situation exists where there is an imminent threat of injury to persons or property without action by the Buyer. In this latter situation the Buyer will act in a manner that causes the least possible disturbance to the Property and will give notice to Seller of the action taken. 11. This Contract, together with the exhibits and attachments attached hereto, constitutes the entire agreement between Buyer and Seller, and there is no agreement to do or not to do any act or deed except as specifically provided herein. This Contract may be modified only in a writing signed by both parties. Time is of the essence of this Contract. This Contract is binding upon the parties and their heirs, personal representatives, successors, assigns, and transferees in interest. WHEREFORE, the parties have entered into this Easement Acquisition Contract as of the date first set forth above. n Ef Filpip e /la SELLER'S ACKNOWLEDGMENT: STATE OF IOWA, BLACK HAWK COUNTY: ss: LaRtie A. Hilpipre g /J71PJ This record was acknowledged before me on 11—a. vueivj , 2017, by Mervyn E. Hilpipre and La Rue A. Hilpipre, husband and wife. APPROVAL RECOMMENDED BY: City Planning Staff 2 Notary Public (Date) Approved by: t d Attest: (Mayor) Date approved: 6, AI 1 BUYER'S ACKNOWLEDGMENT: STATE OF IOWA, BLACK HAWKCOUNTY, ss: This record was acknowledged before me on '1 , 2017 by Quentin Hart and Kelley Felchle as Mayor and City Clerk, respectively, of the City of Waterloo, Io . 3 Notary Public